Anything Goes
by phantomofgallifrey
Summary: AU Clara Oswald is still suffering from the death of her boyfriend [Eleven] when her roommate Rose convinces her to join the Universities musical to remove her from grieving. There, Clara meets the Doctor. Chapter Twelve is Rated M.
1. Chapter 1

**I own nothing. Thank You!**

* * *

_She could feel it. She could feel his muscles tightening and cramping, the cold water filling his lungs. She could feel his body become stiff and he slowly sank under. She screamed. She screamed his name but there was not a sound to be heard. She screamed so hard it gave her a headache. She screamed when they pulled her away, she screamed and thrashed, wanting to run into the water and go with him. _

Clara shot up with a jolt. Rose stood above her, shaking her, pleading her to wake up.

"You were having a night terror again love," Rose sat on the edge of the bed and comfortingly rubbed Clara's back and shoulders. Clara panted and shook vigorously. She had been having the same dream every night since he died. It had been 4 months. Clara rested her head on Rose's shoulder, sobbing.

"I miss him," she whimpered.

"Of course you do. It would be ridiculous not to," Rose said while rocking gently. Despite there only being a couple years age difference, Rose was much like a mother figure to Clara; even more so since the tragedy.

Rose had woken up just about every night to the sounds of Clara's screams. It broke her heart, knowing how much pain the poor thing was in. She was only 24; she shouldn't have to go through this.

"D'you want tea?" Rose asked, gently stroking Clara's hair. Clara nodded and muffled a 'yes' into Rose's shoulder before laying down again while Rose got up to fix her tea. Clara rested her hand against her chest, feeling her heart pound. She closed her eyes and concentrated on her breathing. _In 4, hold 7, out 8_, she counted in her head. Eventually her heart rate returned to normal and she was no longer shivering.

Rose returned with a mug. Clara took the steaming cup, it burned her fingers but she ignored it. She wanted it to hurt.

"I've got a suggestion for ya," Rose said, crossing her legs on the bed. Clara sipped her tea, concentrating on the tingly burning feeling on her tongue. She won't taste anything for a bit.

"I'm listening, but I'm not approving," Clara grumbled.

"In a couple days the University is having auditions for the musical; you know how they have one every year? This year's show is _Anything Goes. _David and I are trying out, and I think you should too."

"Really Rose a musical? I'm not coordinated enough for that."

"I reject that. You need to do something Clara. You can't just wallow and stay in bed for the rest of your life."

"I believe I can, I've been doing it for 4 months."

"You're being silly. Please Clara?" Rose gave her the biggest, saddest eyes she could.

"Stop, you know what that look does to me!" Clara complained, shutting her eyes. Clara knew she wouldn't win this battle. "Fine," she groaned. "I'll go. But if it doesn't work out, you let me go back to wallowing."

"Alright," Rose ruffled the smaller girls' hair and retreated to her own room.

Clara huffed and rolled onto her side. She traced her fingers along the empty half of the bed before kissing his pillow and falling into a dreamless sleep.


	2. Chapter 2

**Yes, I renamed Eleven to Matt because I don't particularly like the name John... Sorry. **

**I own nothing. Thank you!**

* * *

Weekdays were hard on Clara. On weekends she could stay in bed all day without a second thought. But she was still in school, so for 5 days a week Clara trudged through the day from her morning classes through dinner. It had been a tremendous struggle the first month or so after his death. It took a full team of Rose, her boyfriend, and a few other friends just to pull her out of bed in the morning. Who could blame her though?

Clara and her boyfriend, Matt, had the kind of relationship some only dreamed of having. They were best friends and lovers. They could tease each other, and comfort each other. They could piss each other off but come to each other for advice all in the same day. He often looked at her, the way someone always longs to be looked at: with complete adoration and wonder. He looked at her almost as if her existence wasn't possible. She was his Impossible Girl and he loved her to the heavens and back.

Clara hadn't really talked with anyone about him since he died. If she talked, if she actually recognized he was gone forever, it would all become real. At least if she bottled it up, she could pretend. She could pretend he was just on a long vacation. But at the same time, she desperately wanted to talk. She wanted to let out all her anger at the universe for taking away another loved one. She hadn't felt this way since her mother died over 8 years ago. She didn't talk about that either.

* * *

Eventually the day came when Rose dragged Clara into the Universities auditorium, a place she had only been for assemblies every now and then. There, in that dark room with its velvet curtains and hollow wooden stage, she met the Doctor. She had never seen him before, but he apparently taught theatre and vocal music; two subjects Clara had no interest in.

"The Doctor" was a tall, lean man with silver curls and piercing blue eyes, not a combination one normally comes across. Despite being a bit older, he was one of the more attractive teachers Clara had seen at her school. When he introduced himself Clara's hand shot up.

"Excuse me, sir; you can't expect us to all call you 'the Doctor'. Please, what is your real name?" In response he only laughed, and everyone else laughed with him. Clara had never felt so embarrassed. Unfortunately only more would follow.

Clara was handed a large packet of paper, filled with information on auditions, callbacks, etc. She flipped through it, but none of it made any sense to her. While the Doctor was explaining the different voice types and where to find music, Clara became focused on his unusual attire. He wore normal trousers and shoes but on top were a white button down shirt and an odd jacket with a bright red color on the inside, and only the top button done. Rose gently poked Clara to get her attention and Clara found herself with everyone's eyes on her.

"Miss," the Doctor spoke, his Scottish accent prominent, "I shall ask again, do you know what your singing range is?" Clara shook her head. "Well then, let's find out." He walked over to the piano on the stage, musing a bit. "Sing… A3" He struck a note on the instrument. Clara felt her cheeks turn bright red as everyone waited for her. She opened her mouth but all that came out was a squeak. "We'll work on it," the Doctor said, and then they were dismissed.

"I can't believe he picked on me like that, and in front of everyone too," Clara fumed when she and Rose returned home.

"The Doctor pokes fun at everybody," Rose defended. "It's just the type of person he is."

"Well, I don't like it." Clara kicked off her boots and hung up her coat in a huff.

Rose put her arms around Clara's shoulders, "I'll help you figure out your vocal range. We'll find a good song and you can go and dazzle the Scottish right out of him."

In the end they figured Clara was a mezzo-soprano, though she had no clue what that meant. In an act of humor, Rose suggested Clara sings _Just You Wait_ from My Fair Lady to demonstrate her anger at the Doctor. Though it was only intended as a joke, Clara took the offer and ran with it

Clara arrived on the day of her audition with Rose in tow. She smirked with pride at the thought of her song; she was going to show that daft old man just what he had coming for him.

"Are you sure about this Clara?" Rose asked.

"Of course I am. Teach him to mess with me."

* * *

Clara walked up onto the stage, with the Doctor sitting before her in one of the seats and Rose back by the door. She liked the sound of her shoes clicking on the hard floor. It almost gave a menacing tone to the humorous song.

To be entirely honest, her voice wasn't amazing. She wasn't a singer. But it was good for someone who had never sung publicly before. She watched as the Doctor cracked a smile at her skit. When she finished her 16 bars she curtsied in a sarcastic manner and walked off.

"How do you think you did?" Rose asked while they exited the building.

"I don't care, as long as I got to show him what for," Clara laughed.


	3. Chapter 3

**I own nothing. Thank You!**

* * *

It was the next night that Rose ran into the room where Clara sat with a cup of tea, her fingers clicking along her laptop's keyboard while she worked to finish an essay for her Literature class.

"Clara, you've got to check the callbacks list," Rose lifted a leg over the back of the couch and landed next to Clara.

"Can you wait, I'm very concentrated at the moment," she took a sip of her tea.

"No, you have to do it now," Rose persisted, shaking the smaller girls arm.

"Alright, alright," Clara set her cup down to keep from spilling while Rose took her arm into a fit. "I can't type this way, you know."

"Sorry," Rose let go with a sheepish look on her face.

Clara clicked on a link and a page showed up with all the names on it. She knew less than half the people on the list, they were all theatre majors. Her eyes scanned down and she caught site of 'Oswald'. Yes, it really was her. He wanted her back? After her joke of an audition he wanted her to come back. Clara laughed.

"We got called back!" Rose burst.

"Why the hell would he want me back? I made fun of him to his face for bloody sakes."

"He's got a good sense of humor."

"I guess so," Clara said while exiting the page and returning to her essay. "Rose," she suddenly became self-conscious, "What if I mess up? He obviously thinks I did an okay job, but this is a bit more important right?"

"Yes, this is the big one. Maybe you could go talk to him, convince him to give you some pointers?" Clara wrinkled her nose at the thought. "He's not that bad, I promise."

* * *

Clara looked at the dark oak door that led to the Doctor's office. Even the plaque on the door said 'Doctor'. She timidly knocked on the door.

"Come in." She opened the door to find him with his jacket flung on a nearby chair while he sat at his desk, the top few buttons of his shirt undone, his hands entwined in those silver curls and a pair of spectacles sitting on his nose. It was not a sight Clara expected to walk in on, but she was glad she did. She bit her lip, savoring the image before her.

"Ah, Miss Oswald," his voice brought her back to attention, "How may I be of service?"

"Well Professor…. Doctor, I noticed you put my name on the callbacks list."

"I did," he idly twirled a pen around his fingers.

"And I was wondering if you could give me some help for the next audition, I know it will include a bit of dancing, yes?"

"Quite right," he said, rising from his chair. She noticed how nicely his shirt fit him and caught herself staring. "Well, I don't want to be accused of favoritism, so I will just say that since you are new to the theatre experience, I will be more than happy to help you."

"Fantastic," she smiled. "When should I meet you? I could do Saturday but-"

"Now," he cut her off.

"Now… as in right this minute?"

"Yes. Come along," he led her to the stage. Clara shrugged off her coat and set her books on the floor. The Doctor instructed that she remove her shoes. Clara padded her bare feet along the wood floor and made her way to his side.

The Doctor had in his hand a small remote. He clicked a button and a musical number came on through speakers Clara didn't know existed. He instructed her on when to move and where, and added little flicks and flairs every now and then. Eventually the two of them had circled the entire stage, Clara with her dancing and the Doctor giving her instructions.

He had her doing so many run-throughs of their routine that by the time they finished both Clara and the Doctor were breathing quite heavily. The Doctor smiled over at her, proud of his little ingénue.

"I never realized something so graceful could work up such a sweat," Clara panted while holding her hair up, letting the air cool the back of her neck.

"You'd be surprised how vigorous it can get," he said, undoing another button on his shirt and held it open a bit to let the air seep in. Clara sucked her breath in at the sight of his chest slick with perspiration and the room became even warmer than before.

"Something catch your eye love?" He questioned with a smirk on his face. He knew exactly what he was doing.

"Nothing in particular," she responded innocently, adjusting the front of her shirt to go a bit lower. She played with the hem of her skirt and pulled it up more along her legs. "It's just so _hot_ in here."

The Doctor nodded, smirk still on his face. Behind those large brown eyes of hers was a seductress just waiting to be let out.

"Well, I'll be off," Clara quickly grabbed her books and coat and sauntered away with a smile on her face. Once she was gone the Doctor let out a sigh he had been holding in and shook his head. She was going to be exciting to work with, he could tell.


	4. Chapter 4

**I own nothing. Thank You!**

* * *

"Ready for your callback audition?" Rose asked Clara while they waited outside the auditorium. Clara bit her lip and shook her head. They had been sitting in the hall for over an hour, listening in on the other auditions.

Clara heard her name echo from the seats, and she walked on the stage to see the Doctor waiting for her. He sat in the middle of the aisle with the top two buttons of his shirt undone, sleeves rolled at the elbow, with his feet resting on the chair in front of him, and ruffled hair with his spectacles on his nose. It appeared he hadn't shaved in a day or so.

_Well if this isn't a sight I'd like to see every day,_ she subconsciously licked her lips.

"Miss Oswald, you remember the routine we went over the other day?" he asked.

"Yes sir – oh, Doctor," she corrected herself. Clara shrugged off her coat. The song they were using for these auditions were from the show, and this one in particular had a bit of a raunchy feel to it; so Clara did her best to dress the part. She noticed the Doctor ogling a bit.

"Doctor?" she put her hands on her hips, "Somethin' distracting you?" she smirked.

"Ah, no," the Doctor coughed, flustered. "Just, uh, making notes," he grabbed the remote and pressed 'play' for the music to start. Overall, Clara felt her audition went rather well. She had been going over the music with both Rose and the Doctor, and he had also helped quite a bit with the _private_ dance tutorial.

Clara stood in an ending pose, her chest heaving to catch her breath. Her eyes drifted down to the Doctor, who she saw quickly look back down and scribble something.

"Thank you Miss Oswald, I think we will be in contact shortly."

"Auditions aren't even over Doctor. Am I sensing a bit of favoritism?" Clara playfully raised her eyebrow.

"Maybe I just like seeing you in a tight skirt," the Doctor mumbled.

"What was that Doctor?" She heard exactly what he said; she just wanted to hear it again.

"Oh, nothing dear. On your way now love," he waved her off the stage. Clara skipped happily back to Rose. Once she was gone the Doctor relaxed in his chair, fanning himself with his papers. "Lord have mercy, I think that girl's going to make me insane."

* * *

Clara was sitting in her room when her computer chimed with the 'mail' icon bouncing up and down. She clicked on the little envelope and saw an email from the Doctor.

_Miss Oswald, _

_The cast list for our production of 'Anything Goes' is in the link below. Rehearsals begin in one week. _

_-The Doctor_

Clara's heart was pounding as she tentatively clicked on the link.

**_Cast List_**

**__****_Anything Goes _**

_Reno Sweeney ~ Clara Oswald_

_Billy Crocker ~ David Smith_

_Hope Harcourt ~ Rose Tyler_

_Moonface Martin ~ Rory Williams _

_Bonnie ~ Amelia Pond _

_Lord Evelyn Oakleigh ~ Danny Pink_

"Rose!" Clara screamed. "Rose, I need you right now!"

"Clara? What's wrong, what is it?" Rose ran into Clara's room half dressed. Clara looked up at Rose in her state of frenzy and snickered. Rose stared up at the ceiling, exasperated, "This better be important."

Clara turned her computer to face the distressed blonde. "Look who's on the cast list." Rose read the list, and squealed happily in return.

"Clara! My Clara! You got it!" She engulfed the small girl in a hug.

"But not just me, you got in too."

"I know! It looks like David and I play lovers," she smiled.

"Big surprise," Clara rolled her eyes.

"Oi!" Rose lightly batted Clara with a pillow.

* * *

Clara timidly knocked on the Doctor's door.

"Come in." He looked up when she entered. "Miss Oswald, to what do I owe the pleasure?"

"I got your email, and I read the cast list, and I–"

"Are you not pleased with your role my dear?" he rose from his desk.

"No, no, not that; I wanted to thank you for putting up with me these past couple weeks," she laughed lightly.

"It was my pleasure love, I rather enjoyed the company. It's not every day I get little flirts and smirks from such a fine young lady."

"Doctor I am still a student here, I do believe you are being rather unprofessional," she teased.

"Thank you for reminding me of my place," he nodded. Clara nodded in return. There was a brief silence until Clara looked in to the man's pale blue eyes. Those eyes have seen quite a lot, she could tell.

"Thank you for giving me a chance," she whispered and embraced him in a tight hug. The Doctor wasn't entirely sure what to do; therefore he opted for awkwardly flailing his arms about. She was on her tiptoes, and her head was right under his nose. She smelled nice, like vanilla and cinnamon.

Clara unwound herself from the hug, "Well, I'll be off," she said awkwardly before exiting the office. The Doctor watched as she closed the door, and collapsed into his chair with a loud sigh. He hadn't been hugged like that in a long time. There were so many ways Clara reminded him of _her_, and he still wasn't sure if it made him happy or miserable. It seemed to be a mix of the two.


	5. Chapter 5

**I own nothing. Thank You!**

* * *

Clara was humming happily while stirring a thick batter when Rose walked in to the kitchen.

"You're chipper this morning," she noticed. "Something on your mind? Or rather _someone_," Rose bumped her shoulder against Clara's playfully.

"I can't make a soufflé without being accused of ulterior motives?" Clara whisked at her bowl vigorously.

"Love, the last time you made a soufflé was right before you and Matt started dating. You said it was the soufflé that won him over."

Clara stopped stirring. She had forgotten about that entirely. Since his death she had pushed all their memories to the back of her mind so she wouldn't have to think about him. If she thought for too long, it hurt. It hurt to remember times when everything was right, when things were so wrong now. "Forgot about that," Clara muttered, staring down into the beige mixture.

Rose kissed the top of Clara's head, "It's alright love. So, who is this mystery man who gets a soufflé this evening?"

"There's no one," Clara said, packing up her baking material. She threw the bowl into the sink and washed the mixture down the drain.

"Clara," Rose looked worried.

"No one," Clara repeated before running off into her bedroom.

* * *

Clara lay on her bed, holding a picture of her mum. "I don't know what to do," she whispered to the picture. "I think I'm developing feelings for this man, but I feel like I'm cheating on Matt. What do I do mum?" Clara was met with silence. She wished her mum was still alive, especially during times like this, when she couldn't talk to anyone else. Clara held the picture to her heart and curled up in a ball, quietly sobbing.

* * *

Clara could hear the Doctor yelling into the phone when she came into his office the next day.

"No, you listen to me-"the Doctor yelled into the receiver, "that is not- no listen- fine you know what? NOMFP. N-O-M-F-P. Not My Fucking Problem. I quite like that. Did you like that? I'll use that quite a lot today." He slammed the phone down and buried his head in his hands. Clara cleared her throat. The Doctor looked up sheepishly, "Did you hear any of that?" Clara nodded. "Sorry about that dear," he apologized, rubbing his eyes. "Costume department's being a bloody hell to work with. But enough about that, what brings you here today love?"

Clara took a deep breath, holding back tears from her already watery eyes. "I've decided to resign from the musical," she spoke slowly. The Doctor looked worried. He was about to speak when Clara continued. "I want you to give my role to Amy."

"Amelia? She had the main role last year when we did _Into the Woods_. Is something troubling you my dear?"

"I think Amy would do better in the part." This wasn't entirely a lie. But truly, she wanted to avoid hurting the Doctor, and herself.

"Clara Oswald, something is wrong and you aren't telling me. Come," he held his hand out to her. She walked over to the side of his desk. "Don't feel inferior because this is your first show. I understand you are scared my love, but I promise you will do wonderfully. I will help you every step of the way. In fact, every Wednesday I want you to stay after, so we can work on it."

"Doctor," Clara breathed the word barely audible.

The Doctor held up a finger against her lips. "Wednesday."


	6. Chapter 6

**I own nothing. Thank You!**

* * *

"Now," the Doctor's voice echoed through the small room he had chosen for their private lessons, "For your role in the show, there will be quite a lot of tap dancing. I think that is where we shall start." The Doctor tossed a pair of tap shoes to Clara.

The Doctor ran Clara through an eight minute routine, which they went through one step at a time. By the time one hour had passed she had barely gotten the entire dance down.

"Are you ready for a full run through?" the Doctor challenged.

Not being one to back down and also wanting to impress him, Clara agreed.

Eight minutes later, she regretted it. Clara bent over with her hands on her knees, desperately trying to catch her breath. The Doctor handed her a bottle of water.

"How the hell are you not keeling over?" Clara said between her heavy breathing.

The Doctor paused, "How old do you think I am?"

"I was under the assumption you'd had tea with Queen Elizabeth I," Clara smirked.

"Oi, I might have to swat your bum for that."

"I'd like to see you try," Clara flirted.

The Doctor raised an eyebrow. "Is that so Miss Oswald?"

Clara flashed him back a smile, "What's up next?" she asked.

The Doctor thought for a moment. Originally he was going to have her sing a bit, but all this flirting of hers gave him another idea. "There's a song in the second act with a bit of a suggestive dance between you and Lord Evelyn. Would you like to have a go at it?"

"Alright," Clara gave him a suspicious look.

The Doctor pulled her into his arms and placed one hand on her hip, dangerously close to the area he offered to swat at earlier. Despite her being significantly shorter, she moved rather well in his arms. The Doctor couldn't help but smile when he spun her into his grasp and hooked her leg around him.

He wanted to kiss her hard and slide his hand down her leg, he wanted to see her in quite a few different compromising positions, and it was only when the music got stuck that he kept himself from taking her right there.

"That's enough for today," he breathed heavily, untangling himself from her.

Clara felt a bit confused but agreed anyway. "I'll see you tomorrow Doctor," she flitted out of the room.

* * *

"Do we really have to make all the costumes ourselves?" Clara asked whilst the Doctor wrapped measuring tape around her midsection.

"I'm afraid so my dear. We appear to be on a bit of a budget cut this year. I blame the sports. The administrators have no respect for the arts. I have quite a few words I would like to say to them, if I weren't a gentleman."

"You didn't seem like much of a gentleman the other day on the phone."

"Ah, that was different; I don't get my pay from them. Raise your arms darling." Clara put her arms up while the Doctor wrapped the tape around her chest. His cheeks flushed like a nervous schoolboy.

"My dear Doctor, I do believe you are blushing," Clara cocked her head to the side.

"Must be the temperature, never do turn the heat down do they?"

Clara frowned. He had been so flirtatious the other day, even seductive, and now he appeared uncomfortable and nervous. The Doctor tapped on her foot and she lifted it so he could place the tip of the tape underneath.

"My goodness you're short," he laughed as he brought the tape up to her head.

"I reject that!" Clara retorted. "5'2 is a perfectly normal height."

"Maybe in Munchkinland my dear," the Doctor rolled the tape up.

Clara crossed her arms, "Maybe you're just abnormally tall," she defended.

"6 foot is a perfectly normal height," he imitated her.

"Maybe in…Abnormally Tall People land," _I've got to work on my comebacks_, Clara noted.

"Watch the language there lass," the Doctor laughed.

"You're one to talk! I've heard you say your share of obscene words."

"And I 'aven't heard the slightest obscenity out of that pretty little mouth of yours," the Doctor lifted her chin up.

"I've got a feeling you will at some point," Clara bit at her lip. The sexual tension between the two seemed to radiate through the room.

"Is that a promise?" the Doctor raised an eyebrow with a cocky smirk on his face. Clara dug her nails into her hands. All her wild fantasies about the Doctor were flooding into her mind at once; she had to physically hold herself back from jumping him in the middle of his office. However, that doesn't mean she couldn't rile him up a bit more.

She hooked her finger through the loop of his trousers and tugged him closer, "Yes." Clara heard him gasp, but she was too focused on the slight growth in the front of his trousers.

"I've got to get going," she said suddenly, grabbing her belongings and opening the door. "Have a nice night Doctor," she gave him a smug look and closed the door.

The Doctor let out a breath he had been holding in since she grabbed his pants. He put his fingers to his pulse. _If this gets any more intense, I think she's going to kill me. _


	7. Chapter 7

**I own nothing. Thank You!**

* * *

The Doctor sat in the front row, watching Clara and Danny rehearse a scene together. In the beginning of the musical Clara's character Reno is infatuated with Billy, David's character. But in the end she ends up falling for Lord Evelyn, played by Danny Pink. The Doctor knew Rose and David were a couple, and a rather precious one at that. That is one of the reasons he cast them in their particular roles; same with Amelia and Rory's roles. Sweet little Rory and fiery Amelia were adorable as well.

However, Clara was single, and as it happened, so was Danny. During their sensual dance scene, the Doctor found himself gritting his teeth. _I'm not jealous,_ he kept repeating to himself. But when Danny's hand slid a bit too far up Clara's leg, the Doctor split.

"Alright, enough of that scene, let's move on," he ran onstage waving his hands wildly. Danny released Clara, who looked rather embarrassed, while the Doctor sent a glare in his direction. A small voice in the back of his head reminded him how unprofessional he was being. Unfortunately the Doctor's common sense was not the prominent area of his focus today. "I think that bit is a bit too…_steamy._ Let's make it child appropriate shall we?"

Clara cleared her throat, "When you and I rehearsed it wasn't anywhere close to what I would call 'rated G' Doctor."

Damn that little vixen. The Doctor saw the rest of the cast eyeing him suspiciously. He licked his lips apprehensively. "Well, that was how I originally intended the scene to go. I've changed my mind. Got a problem with that Oswald?"

Clara crossed her arms, "Maybe I do."

"Well excuse me, leading lady. I will see you in my office after rehearsal." A few cast members whistled. "Oh shut up!" he yelled back. "Rose and David, shall go over your duet?" David led Rose to the stage while Clara went backstage.

Clara was fiddling with the cap of her water bottle when Amy came up behind her.

"My god, the sexual tension on that stage was so heavy the rest of us were gettin' a bit warm," she teased.

"I've no idea what you're talking about Amy," Clara did her best to sound nonchalant, but her flushing cheeks betrayed her.

"Clara Oswald, you have crush on the Doctor," Amy squealed.

"Hush!" Clara shushed. She quickly scanned the room. "I do not have a crush on the Doctor. I mean, he is an attractive man; he's got a nice structure to him, and I guess his speaking voice is rather nice, especially when it gets a bit low, seductive almost." Clara grinned to herself. Amy just shook her head.

"There's my partner in crime," Rory came up behind Amy, wrapping his arms around her waist and lovingly resting his head on her shoulder.

"Hey there you," Amy kissed him. "Guess what? Little Miss Oswald's got a massive crush on the Doctor."

"I knew it!" Rory exclaimed.

"Oi, you knew nothing of the sort!" Clara swatted Amy's hands away when she tickled her.

"Oswald!" The Doctor called. "Let's put that mouth of yours to good use." Another whistle. "I was talking about singing for God's sake! Get your minds out of the gutter." The Doctor stressfully ran his hands through his curls.

* * *

"You wanted to see me Doctor?" Clara walked in to the familiar office.

"Yes." He crossed his arms over his chest. "What you did back there was entirely improper."

Clara's eyes widened. "I'm the one being improper? You are such a hypocrite! And I'm sure you don't think feeling me up the other day, during the exact same dance I might add, wasn't improper on your part?"

"I did not feel you up. I did nothing more than that Danny Pink did. In fact, I'm sure I did less even."

Clara snorted. "You threatened to 'swat my bum' to use your expression."

"Keep up this naughty behavior and I just might have to," he winced as soon as the words left his mouth.

"Are you gonna keep that promise?" Clara grinned impishly.

"I- well- stop that!" The Doctor kept twiddling his fingers around.

"No," Clara said calmly. She knew she was pushing it, but she wanted to see just how far she could get him to go. The Doctor took one long stride and towered over her. She glared back at him, though secretly she was having quite a lot of fun.

Clara half expected him to turn into a nervous mess again, but instead he slowly leant down and whispered in her ear. "Don't push me Oswald. I am one word away from leaning you over my desk and spanking that pert little arse of yours." His rich, low voice sent tingles through her body. "Now," he regained his composure, "I've got yours and Miss Tyler's dress fabrics here for you to take home." He handed her glittering fabric and a blueprint of the dresses. "Off you go love."

* * *

Clara lay in bed replaying the scene in the Doctor's office in her head. His voice alone made her legs twitch. The things she wanted to do to that man would make a hustler blush. She squeezed her legs together, her face twisted in the pure frustration the man caused her. She violently flipped to her side, "Damn you Doctor," she muttered.


	8. Chapter 8

**I own nothing. Thank You!**

* * *

"Alright," the Doctor stood on stage, "We've got the first act's costumes finished. I want to see them. Think of it like a runway," the Doctor laughed.

Clara stepped out in her first costume, a long sleeved gold dress with a feathery boa around her neck. It was much more extravagant than she would ever normally dress, but this was theatre. The Doctor gave her a silent nod of approval. Of the main characters, Clara probably had the most costume changes.

"Goodness, how many times does this woman change her clothes in one day?" Clara muttered, quickly slipping into her next dress.

"I'm jealous," Amy called across the room, "I've got two changes through the whole show."

"But your dress is fantastic," Clara complimented.

"Rory helped sew it."

"Rory sews?" Clara asked, surprised.

"You wouldn't believe how talented he is!" Amy modeled her dress for her before flitting onstage.

"Gorgeous as ever Amelia," the Doctor affirmed. Clara walked out in her second costume, and again received a silent approval. She rolled her eyes; these mood swings of his were driving her crazy.

Amy, ever the observer, noticed. "Don't worry; I hear one of your Act II dresses is nice and revealing. You'll have 'im drooling next costume run-through."

"How revealing?" Clara inquired excitedly.

"Enough to fulfill his fantasies," Amy giggled. "It's a good thing you've got nice thighs. You'll have 'im on his knees."

Clara laughed. She would love to have the Doctor begging at her feet. "Just you wait Doctor."

* * *

Amy was right, she did have a rather revealing costume, and she loved it. When the Doctor asked for her to model it, she strutted on stage, her confidence radiating. She watched as the Doctor looked up and eyes dilated and he subconsciously ran his tongue along his top lip. Damn, that tongue turned the tables on her. Now she was the one turned on. _Got to up my game a bit._

"Like the outfit Doctor?" Clara did a twirl, she faced the other way and lingered a bit, giving a nice shot of the area he so obviously wanted to spank.

The Doctor coughed, "Very nice dear."

Clara huffed as she walked to the wings. She was going to have a word with him later.

* * *

Clara rapped her fingers against his office door.

"Come in."

Clara had changed back into her revealing costume after rehearsal had ended. She walked in, almost feeling like a personal stripper. If only.

The Doctor gasped, "Miss Oswald, you should have changed twenty minutes ago."

"I put this back on. I really quite like it, don't you?"

"It will do very nice for the scene," he stared down at a blank piece of paper, trying desperately to look busy.

"Will it do nicely for you?"

"Come again love?"

Clara walked over and perched on his desk. "You know exactly what I mean Doctor."

"I don't think I do," he said, loosening his collar. "Is it a bit warm in here?"

Clara grunted in frustration. "That's it! What the hell happened to the man who threatened to bend me over and spank me? I quite enjoyed him."

"You know how strict University is on student/teacher relations." The Doctor leaned back in his chair, "And I know all about your little infatuation with me Oswald," the Doctor smirked.

Clara gasped, "How?"

"It's not very bright to have a conversation backstage when your microphone is still on darling."

The entire cast heard her and Amy talking. "Oh gods," Clara buried her head in her hands.

"Don't worry love," the Doctor walked over. "I already suspected before that."

Clara smiled up at his bright, blue eyes. "I've missed you."

"You too my dear," he gently patted her cheek.


	9. Chapter 9

**I own nothing. Thank You!**

* * *

Opening night was coming fast, and Clara was beginning to become worried. Not only was this her first show, but she had the main role. She was incredibly honored but the outcome of the entire production weighed on her shoulders, which was quite a lot to stomach for a new member.

"Doctor," Clara skipped up to him whilst he was running lines with Amy, "can I talk to you later about opening night? I know it's still a few weeks away but-"

"Gettin' butterflies?" Amy smiled.

"A bit," Clara admitted.

"Miss Oswald, I assure you, you will do splendidly. But if you want to talk, come find me half an hour. Amelia and I are off to discuss the blocking for her big number. Come along Pond," he called to Amy, walking into the wings.

* * *

Half an hour later, Clara found the Doctor pacing along the stage waiting for her.

"There you are love," he smiled. "Now tell me, what are these worries of yours?"

"Doctor, I realize you've put a lot of faith in me, giving me the main role, but I'm beginning to doubt my abilities. I'm new to the theatre experience, and I don't want to let our company down. I'm scared Doctor."

"My dearest Clara, if I didn't have complete faith in you and your abilities to hold this show up, I wouldn't have given you your role. I do think these things through you know."

Clara raised her head to look up at him. "Thank you."

The Doctor leaned down and gave her a small peck on the cheek. Clara's eyes widened at the sudden physical contact.

"Don't you worry my sweet little Oswald. You will shine brighter than the sun."


	10. Chapter 10

**I own nothing. Thank You!**

* * *

Clara stood in her first costume, panicking behind the curtain. She could hear the crowd outside. She caught a glimpse of the Doctor walking past.

"Doctor?" she alerted his attention in an urgent whisper. He stopped in his tracks and strode over to his beautiful leading lady.

"Darling you look stunning," he took her gloved hands in his.

"Thank you," she lowered her eyes shyly. The Doctor was dressed to the nines for the event. "You look pretty nice yourself Doctor. But Doctor, I'm worried. I'm really, properly scared."

"Clara, look at me," he took her face between his hands; "You will do amazing. You're scared yes?" She nodded. "Brilliant. Be scared. It's human. And we all must suffer from these silly human misfortunes. Be scared, and be brilliant my dear." He gave her a chaste kiss on her forehead and left.

Clara closed her eyes and breathed in and out, slowly. In her mind, she imagined warm, comforting arms wrapping around her; Matt's arms. She could almost smell him and feel him nuzzling his head into her neck like he used to. Clara felt entirely serene and safe.

"Thank you my love," she whispered, and opened her eyes. For the first time in 7 months, she felt at peace. When the opening music began, she smiled.

Clara didn't even think about the audience, or worrying about remembering her lines, she didn't need to think at all; it simply flowed out of her. Intermission came and went, and Clara graced the stage in her tap shoes, feeling powerful and confident.

Throughout the rest of her show, Clara felt just as amazing as she had at the beginning. There was only one mishap: During her dance with Danny, he went too far, sliding his hand all the way up her leg and groping her. She slapped his hands away and continued dancing, improvising the rest of the dance to avoid coming in contact with him again. She was disgusted.

Clara watched from the wings as the rest of the cast took their bows, smiling at how sweetly David and Rory led their ladies to the front of the stage. When it was her turn, she ran out on stage and was greeted with an uproar of applause and cheering. She briefly looked back and saw the Doctor give her an approving nod coupled with the sexy smirk he often gave her.

The curtains lowered and Clara became enveloped in her fellow cast members, all congratulating her on her first show, and carrying their opening night so well. Clara couldn't stop laughing. She felt as if she were on a cloud. The crowd around her died down and Clara stood smiling with Amy and Rose.

"My leading ladies," a Scottish voice called out. The Doctor walked towards the trio, carrying three bouquets of flowers. "Roses, for my sweet Rose," he handed the pink and white bouquet to Rose, smiling lovingly. "Sunflowers, for my dear Amelia." Amy took the bright bouquet and thanked him. "And lastly, for my precious Clara, I wasn't sure what kind of flowers you liked, therefore I got an abundance," he handed her a large bouquet of bright, sweet smelling flowers. "Hibiscus, larkspur, stargazer lilies, and red and yellow tulips," the Doctor named all the flowers in her bouquet.

"What inspired you to get such an assortment?" Clara laughed, admiring her gift.

"They looked nice together."

Clara smiled brilliantly at him. They hadn't even noticed Amy and Rose had left.

"You were wonderful my dear. Words cannot even begin to describe how pleased I am," he took her hand gently in his and placed a kiss on top. His next move was intended to be friendly peck on her cheek, but the flower pheromones must have made his sense disappear, for he grabbed Clara by the waist and placed his other hand on the small of her back as he pulled her against him and embraced his lips with hers.

Clara stared wide-eyed at the Doctor, but closed her eyes and succumbed to him. One arm still holding the flowers, she threw the other around him.

The Doctor suddenly broke off their embracing, gasping. He was thinking with the wrong head.

"I apologize Miss Oswald; that was improper of me," he straightened his suit and cleared his throat. "I suggest you change your outfit," he nodded towards her clothes.

"Why?" Clara wondered, suspicious.

"It's tradition that the cast go out for dinner after opening night. Outside in 30 minutes," he ordered, and turned on his heel, walking away.

Clara's lips were still tingling when she made it back to the dressing area. She couldn't help but smile.

"What's got you grinning?" Rose asked, now dressed in a simple dinner dress.

"Just still have that performance high I guess," Clara lied, turning away.

"You're a horrible liar darling," Rose laughed, holding two pairs of shoes. "Which one?" she asked, holding up the shoes.

"Left," Clara answered. "Rose, I haven't got a dress, I didn't know about dinner," she admitted worriedly.

"Oh I know, I wanted to surprise you. Here," Rose handed her a garment bag.

"Rose Tyler you are fantastic!" Clara exclaimed.

"Now," Rose unzipped Clara's outfit for her, "Tell me about the guy."

"There's no guy," Clara shrugged out of her dress and tights and pulled on the new dress.

"Then why is your lip-stain smudged?" Rose smirked. "Is it that Danny Pink?" she inquired.

"Heaven's no!" Clara snorted, cleaning the mess the Doctor made of her mouth. "He got hands-y on stage, I could just slap him," Clara shuddered.

Rose's eyebrows furrowed as she tried to think of who else this mystery man could be. "Alright, I'm at a loss. Who is he?" she pleaded. Clara shook her head in response. Suddenly Rose lit up. She ran over to Clara and inspected her face intently.

Clara leaned back at Rose's intense stare. "What is heaven's name are you doing?"

"Are you wearing perfume?" Rose asked, ignoring the question.

"No," Clara answered, raising her eyebrow.

"Aha!" Rose shouted. "It's the Doctor!"

"You're bonkers," Clara blushed.

"I knew you fancied him, never thought you'd _get_ with him," Rose smirked and poked Clara's sides.

"No one's _getting_ with anyone!"

"Not yet," Rose laughed and ran from the room.

"I'll get you for that," Clara chased after her, laughing just as much.

Clara avoided both Rose and Amy's knowing smiles when the Doctor pulled Clara's chair out for her as she promptly sat with him.

"How will the ticket be divided," the waiter asked at the end of the night.

"Do it by couples," Rory suggested, "That'll be easiest. The ginge and I are on one," Rory motioned between him and Amy.

"This fine young woman," David gestured to his Rose, "and I are on our own as well."

"And you Miss?" the waiter looked towards Clara.

"Oh I'm-"

"We're together," the Doctor spoke up. Clara looked to him with wide eyes. "The least I can do is buy you dinner for such a spectacular performance," the Doctor asserted.

"Yeah, that's the only reason," Amy muttered, grinning.

"Sorry Amelia, I couldn't hear that," the Doctor said.

"Oh, nothing," Amy waved off, but gave a final smirk to Clara.


	11. Chapter 11

**Probably a bit closer to M but just cause of something mentioned. **

**I own nothing. Thank You.**

* * *

"Ready to graduate?" Rose asks Clara on the morning of their graduation from University.

"More ready than you would believe!" Clara responded excitedly.

"Are you just saying that cause you can finally date the Doctor?" Rose teased.

"Well," Clara thought, pulling her robes on, "A bit, yes. But honestly I'm ready to start teaching rather than being the learning."

"You're learning all the time Clara," Rose reminded her. "Even when you aren't in school."

Clara adjusted her cap in the mirror, "I guess you're right. But at least now I'll be the one feeding the minds of the younger generation."

Clara hadn't really thought much on her graduation the past few months. To her it was almost as bad as highschool graduation. The only difference was she was officially leaving school. After high school, most of the students went on to more schooling. But now, with her University years behind her, she was free from sitting behind the desks, and could now be at the front of the room where she wanted to be.

Clara went through the routine they had rehearsed the day prior, walking across the stage, getting handed her certificate, shook some hands, and it was over. It was finally, properly over. She almost expected to be a little sad, but instead was rather overjoyed.

"Look at you," the Doctor sauntered up to Clara afterwards. "You're all grown up."

"Oi! I'm twenty-three, I grew up almost four years ago." Clara crossed her arms in mock anger.

"Right, my apologies," the Doctor held up a hand in defense. "Come walk with me?" he offered, extending a hand.

"Let me drop off my robes." Clara pleaded Rose to take her cap and gown back to their flat. Rose didn't question it, she had a pretty good idea of why.

"Alright," Clara skipped over to the Doctor, now only in her dress and heels. They walked side by side down the darkened streeet, lit by a few street lamps. Most of the shops and houses were closed and dark.

"Clara," the Doctor called her attention. He was staring at the ground as their feet passed over the pavement. "You realize now, you are no longer a student of mine, let alone a student at all."

"Yes; realized that about an hour ago."

"And I know we had previously talked about the possibility of us pursuing a relationship," he continued avoiding her eyes.

"I remember."

The Doctor licked at his lips. "Then it appears it is time I ask you on a proper date," he glanced over at her, calcualting her facial expression, trying to read her reaction.

"Thank god," Clara exclaimed, relieved. "I thought you would never get to it!"

"You knew?" he asked, a bit disappointed.

"You're rather easy to read Doctor," Clara said sympathetically, rubbing his arm. "At least, tonight you are. I wouldn't say so on other nights."

"I'm sorry about that love," the Doctor apologized, "I know I was sending mixed signals. It's hard for me to control myself around you. I tried distancing myself from you for a bit, and we both know that didn't work out in the slightest. Luckily, those days are behind us." They had made their way back to the University. Graduates were filing out of the large doors and down the steps, ready to start their new lives. Clara was ready to do the same.

"Well then Doctor, I accept your proposal. Pick me up at 7 tomorrow. I like Italian," she smiled and walked off, ready to find Rose and go home for the night. With those few steps away from the University, Clara left and old life behind. She left all her memories with Matt, all her heartache, and the journey it took to slowly put herself back together. It was all behind her now. Though she still loved Matt, and she doubted she would ever stop, Clara was ready to start fresh; and what other way to do so than with the handsome silver fox that changed her life in the first place?

"How was your walk?" Rose asked when they had returned to their flat.

"Quite nice," Clara answered. "We're going to dinner tomorrow."

"Goodness you two are eager. Didn't even wait a day after graduating to ask you," Rose put on the kettle while and the two girls changed into more comfortable clothes. Clara and Rose sat on the sofa, both holding steaming cups of tea. "Do you think you'll... get intimate?" Rose questioned, trying not to sound intrusive.

Clara chewed at her bottom lip, staring into the bottom of her cup. "I'd like to," she admitted with an embarrassed laugh.

Rose look down at her hands shyly, "What do ya' think he's like in bed?"

"Rose Marion Tyler, you have a boyfriend!" Clara burst out, laughing at her friend.

"So?" Rose playfully nudged Clara with her foot. "Doesn't mean I can't be curious about others, right?"

"Guess not." Clara sipped her tea. "I dunno, I always invisioned him being a passionate, lascivious lover. A bit wild I hope. He's caused enough naughty fantasies, it'd be nice to see him fulfill a few."

Rose gasped. "You've 'ad fantasies about him?"

"Course! Many. Damn him and his sex appeal."

"What kind?" Rose asked excitedly.

Clara bit at her tongue. "I had one the other night involving handcuffs," she laughed and buried her face in the sofa pillow.

"Your joking!" Rose burst.

Clara shook her head. "That's not even the worst one!"

"What's the worst one?" Rose inquired.

Clara gnawed at her lip. "No, I can't," she giggled.

"Oh c'mon! You can't say something like that and not give me answers. Out with it Clara."

"You'll be disgusted. You'd never look me in the eye again." Clara was blushing furiously.

"No I won't! Promise." Rose raised her right hand.

Clara sighed, giving props to Rose for being so persistant. "Alright fine. Tell no one, not even David."

Rose thought for a minute. "I swear, not a word."

"Okay, it was - no I can't do it!" Clara shrieked.

"Clara!" Rose pleaded, shaking her gently by the shoulders.

"It was pegging!" Clara screeched, then broke out in hysterical laughter.

Rose was silent for a moment. "...I don't know what that is." Which made Clara only laugh more.

"I've said enough," Clara wiped under her eyes. "Look it up if you have to. I'm exhausted," she continued to giggle down the hall to her bedroom.

Rose knit her eyebrows together, finally giving in and grabbing her laptop. She typed the word in and read the description. "Oh my god! Clara!" Rose shouted, violently closing her laptop shut and shoving it to the other side of the love seat.

"Erase you're internet history!" Clara cackled from her bedroom.


	12. Chapter 12

**This chapter is Rated M. **

**I own nothing. Thank you!**

* * *

The Doctor stood outside Clara's flat nervously adjusting his jacket. He straightened his shirt for the third time since arriving at her door. He still hadn't mustered up the courage to knock. He glanced at his watch. 7:01. The Doctor closed his eyes and took a breath, giving four quick knocks on her door. He heard her squeak excitedly behind the door.

"Just a moment!" Clara called from inside. She had been standing on a stepstool, watching the Doctor through the peephole in her door. Clara glanced in the mirror one last time, pulling on the hem of her dress, making sure her hair and makeup were in place. She stared at her reflection. 'You can do this Clara' she told herself. It was just dinner. Dinner with a man she'd been pining after for months. Dinner led to wine, wine led to drinking, drinking led to - Clara shook her head, trying not to let her imagination get the better of her. She slid out the door. "Hello," she greeted the Doctor, quickly locking up her apartment.

"You look ... lovely," the Doctor told her. He wanted to say 'gorgeous' or 'beautiful', but feared he might seem too intense.

"You're dressed to the nines yourself Doctor," Clara commented on his suit. He wore his usual attire, with an added waistcoat and purple shirt. He recalled Clara once mentioning her fondness for purple. "Where are we off to?" Clara asked.

The Doctor offered her his arm, which she gladly accepted. "You said you liked Italian, yes? I found a charming little place not too far from town."

"Fantastic," Clara beamed as he led her to his car. The Doctor clicked his keys and an old car beeped. Clara stared at the car. "This is yours?" she asked, incredulous. The car was a royal blue, and appeared to be from the early 1960's.

"Isn't she gorgeous?" the Doctor stroked his hand along the hood.

"It's ancient!" Clara exclaimed.

"Hardly! 1963 Corvette. Younger than me even," the Doctor eyed her.

"For a car, that's old," Clara crossed her arms. "Not for a person," she quickly added.

"Don't listen to her," the Doctor ran his fingers along the car.

"Should I leave you two alone?" Clara motioned between the Doctor and the automobile.

"Oh hush you," he opened the door for Clara. The car wasn't any better on the inside. The Doctor climbed in turned the keys. The car made a horrible wheezing, groaning noise.

"What the hell is that?" Clara nearly jumped out of her seat at the awful sound.

"That's her engine," the Doctor explained, turning the keys a second time. "Takes her a few tries to get her going." Another turn, the car wheezed again.

"Sounds like it's having an asthma attack," Clara said.

The engine revved to life, "Aha, there we go," the Doctor shouted triumphantly, pulling the car onto the street. "There see? Just as good as any other car."

"Though modern cars can breech 70 mph," Clara commented. The Doctor rolled his eyes, still with a smile on his face.

They pulled up to a small restaurant, and the Doctor held Clara's door for her. She thanked him and took his arm once more. The two were led to an intimate, outside table overlooking a small body of water. The waiter lit a candle in the middle of the table and left inside. Clara looked out at the scenery, enjoying the gentle lapping of the water. The waiter reappeared, requesting their drink orders.

Clara looked to the Doctor, "Fancy a cocktail?" she asked.

"Sounds fantastic," the Doctor agreed. The waiter fetched them a small menu of alcoholic beverages.

"Once had a Black Russian," Clara pointed at one of the drinks. "Never caught his name."

"Clara!" the Doctor exclaimed.

"I'm joking," Clara laughed. The Doctor gave a sigh of relief. The Doctor ordered a screwdriver. Clara looked to the waiter. "Do you have any Scottish liqueur?" The waiter listed off a few. "Well then," Clara shot the Doctor a suggestive smirk. "I'll have a Quick Fuck, with the Scottish...liqueur," she phrased her words carefully, watching the Doctor blush intensely. The waiter gave an uncomfortable nod and left.

Their cocktails were set before them. Clara sipped hers, licking her top lip. She hummed in approval. "Never had a Scot before," she smirked behind her glass. The Doctor coughed, clearing his throat.

The rest of their dinner ensued with far less innuendos. The Doctor told Clara how he got his start in teaching. Clara explained her fascination with English, and how she longed to someday become an English teacher.

"I didn't know you wanted to become a teacher," the Doctor said, suddenly appearing a bit more solemn.

Clara noticed the sudden change in his atomosphere. "You alright Doctor?" she placed his hand over his. The Doctor intertwined his fingers with hers.

"Fine," he said, brightening again. Clara rubbed her arms as the wind picked up a bit. "Are you cold?"

"Wind's a bit chilly." The Doctor had already shrugged off his jacket. He walked around the table and placed it on her shoulders. Clara wrapped herself in his coat. It smelled like him, which was always a wonderful smell, something she couldn't describe. "Thank You."

It was close to 11 when the rest of the restaurant had cleared out, except for a few staff members. The waiter had been watching the two for awhile. He noticed the way the Doctor looked at Clara, and how their energy seemed to fuel off each others. If that wasn't romantic chemistry, then nothing was. He slipped into the back room and selected a music playlist.

"Hear that?" the Doctor asked.

Clara perked up at the music. "I don't recognize it."

"Kiss by Dean Martin," the waiter told them. "Compliments of the staff."

The Doctor rose from his seat, holding out his hand to Clara. He pulled her into his arms, one hand on her waist with the other holding her hand. They gentely swayed in rhythm with the music, Clara rested her head on the Doctor's chest.

"We've never danced so calmly before," she laughed.

The Doctor laughed as well. "I quite like it." The music changed to a quicker paced song. "Do you know how to swing dance?"

"No," Clara shook her head.

"Well tonight, you learn," he swept her into a swing dance, which she adapted to easily. She had become acustomed to adapting to his dance routines quickly. An onlooker would think they were professionals. The next Fred Astaire and Ginger Rogers. They danced for another hour until another staff member said they were closing for the night. The Doctor paid, thanked them for their service, and gave an extra tip to their waiter.

Clara and the Doctor returned to the old, beat up car, though Clara didn't really mind anymore. "That was amazing."

"Shall I assume a second date will be in store then?"

"You'll have to wait to find out," Clara smirked. She paused for a moment. "Doctor, I'm not ready for the night to be over," she admitted.

"It doesn't have to be over," he started the car, the engine once again groaning and wheezing a few times before revving to life. The Doctor drove a ways and pulled in to a parking lot Clara was unfamiliar with. It was an apartment complex. Clara realized the Doctor must have taken her to his flat.

In the hallway, the Doctor unlocked the door to his flat and led her inside. "I have coffee or tea if you want any," he walked to the kitchen.

Clara walked through the small living area. On the mantle there was a picture of a woman with a mass of gorgeous curls and bright green eyes. She was absolutely beautiful. Next to it was a picture of the Doctor and the woman together, in a rather close embrace. She had her arms around his neck and his forhead rested against hers.

"Is that a 'no' on the tea?" the Doctor returned, seeing Clara holding a picture. "Oh -"

"Are you married?" Clara asked, she looked angry. She was angry. The Doctor stayed silent. "You didn't tell me you were married?" Clara removed his jacket from her shoulders and tossed it on the sofa. "You were just leading me on! I'm just some sort of side fling aren't I? How dare -" Clara stopped suddenly when she noticed the Doctor's wet eyes.

"I was married. Not anymore. She died." Clara stood silent. She felt as if someone punched her in the chest.

"Doctor, I'm so sorry."

He raised his hand, stopping her. "It doesn't matter. It's been a few years; almost five."

Clara stared at the floor, she felt awful. "I should go," she gathered her things and made way for the door. The Doctor grabbed her arm, pulling her back.

"No, please don't go. I've had my mourning time. I loved her, I really did. More than anything. But, then you came along. I've given myself the chance to love again, please stay Clara."

She stepped back inside, closing the door. "Seems we have more in common than I thought."

"Losing someone you love hurts, I know. Especially when you thought you were going to be with them for the rest of your life."

"Doctor, you gave me a second chance at love. For that, I will be eternally grateful."

"My dearest Clara, you saved me in more ways than I ever could have imagined," the Doctor stepped closer, pulling Clara to him. She placed her hands on his chest, closing her eyes. For a while it felt nice just to be held in his arms.

"You can leave if you want to," the Doctor whispered, though Clara could tell in his voice he didn't want her to go.

Clara shook her head, "I don't want to." A moment passed, the only audible sound was their steady breathing. The Doctor dipped his head down, holding Clara's face in his hands, he pressed his lips softly against hers. It was quite different from the first time they kissed. The first time was rough, filled with unresolved tension. This kiss was much more gentle, with much more meaning.

Clara tilted her head to the side, as her mouth molded against the Doctor's. He moved a hand down to the small of her back, pressing her against him. She could feel his arousal against her upper thigh. Timidly, Clara moved her hands to the buttons of his shirt. The Doctor stopped her.

"Clara, don't feel as though you have to do this. I don't want to rush you into anything."

Clara tilted her head up, "Doctor, I've been waiting for this for quite a long time. I promise, you aren't rushing at all." She pulled him back down to her, kissing him a bit less gently. The Doctor slowly pulled her to his bedroom.

Clara undid the buttons on his waistcoat, and continued down the rest of his shirt, sliding the material off his shoulders and onto the floor. It was the first time she had seen him without a shirt, and she quite liked what she saw. She pulled her dress over her head, dropping it to the ground with his shirt and waistcoat. The Doctor pressed his hands against her hot skin while she undid his belt and pulled his trousers to his ankles. He kicked them off, along with his shoes and socks, leaving him entirely bare. Clara kicked her shoes off to the side, becoming significantly shorter. She pulled her hair out of the bun she had it in, letting it fall to her shoulders. She reached behind her, undoing the clasp of her bra. The Doctor led her to the bed, laying her on her back. He sat at the foot of the bed and slowly slid her knickers down her legs.

Clara watched as he took her left leg and slowly kissed up from her foot to her knee, and repeating on the other leg. "You are so beautiful," he said, his mouth on her calf. The Doctor stroked his hand along the soft skin of her inner thigh. He leaned his head down and pressed chaste kisses on both sides of her thighs, leading right up to the area between her legs. Holding her gaze, the Doctor licked up her centre. Clara laid her head back, sighing as he continued. She wound her fingers through his curls, writhing underneath him. She moved her other hand to her breast. The Doctor moved his mouth up from in between her legs and up her stomach. He lightly dipped his tongue along her navel and continued up her chest. Clara closed her eyes as he took her breast between his lips, swirling his tongue around the hardened tip. She whimpered when he slid his hand between her legs. Clara arched her back as he curled his fingers.

The Doctor moved her hand and took her other breast between his lips, sucking gently. Clara bucked her hips against him. He moved his mouth up her chest to her throat and kissed along the side of her neck, nibbling lightly. Clara held him against her, with her hands on his shoulders. She leaned upward, her breasts pressing against his chest. The Doctor gasped. Clara moved her hands down to his back and his leg, pulling his groin against her thigh.

The Doctor stopped. "Are you sure Clara? Really, properly sure?" Clara nodded quickly, grabbing his face with her hands and kissing him roughly. With her permission, the Doctor slid himself inside her. Clara moaned against his mouth. She grinded against him, urging him to continue. The Doctor started slowly. Clara kissed up his shoulder to his throat. He thrust again, grabbing her hips. Clara dug her nails into his skin. He groaned loudly. The Doctor began quickening his pace, while Clara wrapped her legs around his waist and the back of his leg. His thrusts became faster and Clara could tell she was close to breeching the edge. The Doctor thrusts a few more times and Clara tightened around him, sending him into euphoria. Clara unintentionally bit down on his shoulder as she came.

The Doctor was panting above her. Clara's own chest was heaving. He removed himself from her, and lowered himself beside her, wiping persperation from his face. They were silent after that. The Doctor fell asleep rather quickly. Clara stayed awake longer, staring up at the ceiling. She could hear the Doctor asleep beside her. She smiled to herself, wrapping her arms around his torso and pressing her lips softly against his bare back.


	13. Chapter 13

**I always have problems with endings. Hopefully this turned out alright. **

**I own nothing. Thank you.**

Clara shifted, moving her hand to the other side of the bed, only to feel empty space. It was still warm. Clara sat up quickly, scanning the room. The Doctor stood facing the window, wearing only his pants and unbuttoned shirt, his fingers idly stroking his lips.

"You gonna flash the whole complex?" Clara laughed nervously, trying to lighten the somewhat dark mood.

The Doctor snapped out of his daze, closing the curtains. He stepped over to the foot of her bed. Clara pulled the covers up to cover her chest, suddenly feeling uncomfortable, as if she were in the presence of a stranger. "Clara," he began slowly, taking a deep breath in, "Clara I'm sorry," he whispered.

"For what?"

"You deserve better," he began buttoning his shirt up, staring at the ground.

"What on Earth are you talking about?" Clara shook her head, confused.

"Clara love, you are worth so much more, and I… I can't give you that. I want to, believe me I do, but I can't. You should be with someone young, vibrant, someone who can give you all you ever desired," he paced the room, gnawing at his fingernails.

"You're being ridiculous," Clara huffed, crossing her arms.

"Am I? Clara, I'm not enough for you. I'm old. You shouldn't be with a washed up West End producer turned theatre teacher. I used to be better Clara, better for you. If I were younger, oh Clara, I could give you the Universe. Look at me now," he gestured to himself. "I used to work with the big ones too, you know? Sondheim, Webber, Wildhorn." The Doctor put his head in his hands.

"Hey," Clara shouted, "If I had wanted a young guy I could have gotten one. But I didn't. Just cause I'm young doesn't mean I've got to be with another young one. You are young Doctor, your eyes have seen quite a lot, I can tell, but you're young at heart, and that's what's important. I don't need the Universe, Doctor. I need you. I'm not going to let someone I love go, not again."

The Doctor sat on the bed next to her, "Oh Clara," he cupped her face in his hands, "I didn't realize – I didn't even think about that. My precious Clara, I'm sorry. I overreacted," he pulled her to his chest. "I'm sorry my love."

"You don't need to be young to be beautiful. You're the most beautiful man I've met."

"Clara Oswald, I promise, to never let you go."


End file.
